Gwen's Choice
by LyokoWarrior915
Summary: An Alternative to 'What are Little Girls Made of' What wil Gwen's choice be this time? Will it be the same or different from what it was. FIND OUT I Don't own Ben 10
1. Chapter 1

**Alright so I watched the episode 'What are little girls made of?' and coupled with the fanfic 'When You're Gone' by doc boy. Great fic btw, gave me some inspiration. I've made an alternative to how this day goes. Now I've made it so Kevin is out on 'business' i.e. dealing illegally and a few other minor switches. Enjoy Please R&R. BTW I dont't own Ben 10. **

Ben kicked his feet back through the water as he stared at the light blue sky above him. Ah he thought. This is nice. No aliens, no invasions, no attacks. I wonder how Gwen's doing? He pondered. The teenaged hero then swam towards his redhead cousin. She was in her sitting fetal position, just like she was when they got there.

Gwen stared sadly into the pond in front of her. "Gwen?" Ben asked curiously. No response. He waved his hand in front of her to gain her attention, but to no avail. His face then turned to a frown, he was really getting worried. "Gwen, please? At least give me a sign that you're all right, I'm worried about you." he said caringly. All Gwen could do was just sit in that position. She felt paralyzed, the nostalgia this natural cove brought to her mind only saddened her still.

"You didn't know what this was did you?" she said finally releasing herself from her position. Ben tipped his head to the side and rose with her. "Of course I do, this is Grandpa Max's secret fishing place." She sighed as she looked all around. Finally choosing to look back at Ben. "He used to come out her _all_ the time. At least while he _was_ here." Ben placed a hand on her shoulder, "I know that you really miss him; cause I do too."

With all the pain that Gwen held in her chest she turned to Ben in a hug, "Yeah" she let out plainly. Ben stood there frozen, unsure of what move to make based on Gwen's temporary fragility.

Ben let her go and noticed her throwing a rock into the pond, "I never did have an easy time letting go." Behind her she swiftly turned in enough time to catch the mysterious clocked figure heading towards the strong, old tree. She placed the flower to the ground, proving to be foreign to the two teen cousins. "I've never seen a flower like before. Ben?"

He nodded in disagreement, "Never have." With a jump from the rock, Ben ran towards the figure Gwen following quickly after. A slight chuckle ran around the sound of the figure as a pink light engulfed her form and behind it only lay the natural landscape.

Both cousins were baffled. Wondering where she went, or how she left so quickly without a trace. Ben looks down to see a cornucopia of the same type of foreign flowers. Gwen picked up one of them, "I should be able to track her with this." Her eyes glowed pink and purple and showed no results in her eyes. She tried again with some frustration.

Still no results and the flower resulted in wilting. "Really thought I had that move down." she said with a tone of disappointment. "What should we do? I mean, we need to know why she's doing this." Gwen nodded in agreement and pondered over this. "The only thing we can do is wait for her to come back and confront her."

Ben confirmed. Both then agreed that they should at least change clothes first, cause who knows how long she'd be until she returned. Ben was in his traditional attire following his route to Gwen's house to meet up with her. Upon knocking and entering her house, he saw her down the stairs, for some reason to him she looked more beautiful than usual. He thought it was just the pond water messing with his head so he just shook it off.

"You all set to go Gwen?" he yelled into the kitchen. "Yes Ben one more second." She then proceeded into her living room and hauled Ben up off the couch with her hands. As they both walked out the door and began their trip to the pond again for surveillance a thought dwelled on Ben. "Uh... Gwen?" She made a small sound in reply. "Since we don't have Kevin with us, how are we getting there? I really don't wanna walk again like we did before."

Gwen had to admit that Ben had a point. "Well, we could always try this." with a flick of her wrist Gwen flashed panels into the sky like a staircase and ran up them. "You coming or _do_ you wanna walk?" Ben shuddered at the thought and joined her in the never ending staircase.

(About half hour later)

Nightfall came in a flash and Ben and Gwen were sleeping with the tree in their frontal view. Ben blinked his eyes open rapidly with a flash of red in his view. Later inspection on his part showed that Gwen had fallen asleep on him and he fell asleep on Gwen. He wanted to live there forever, to have just stayed there in such close contact with Gwen. She just looks amazing. Wait, why am I thinking this? Ugh damn teenage hormones.

Once reality was turned on in his mind, he registered the same shadowy figure approaching the tree with yet another flower. He shook Gwen's shoulder and woke her up. She woke dazed and felt like she hit a rock. "Gwen, our special guest is back." Immediately she shook herself out of her daze and drowsiness left her system.

They walked over to her and threw her hood down, realizing that it was a she. "Why do you keep putting these flowers here in our Grandpa's cove?" they both asked angrily. The woman only chuckled, "You kids know nothing." Her hand flashed the same type of energy that Gwen does. "Go away" she yelled and blasted them both about 10 feet back. Ben dialed the omnitrix and slammed and was quickly transformed into Jetray and took to the skies.

Gwen stayed on the ground and watched the fight take to the sky. Jetray followed the woman while his wings were skimming the surface of the water. She turned around and just smiled "Oh, I haven't had a good chase in years." Like clockwork Ben tried to shoot her out of the sky and with no luck. She captured him in an orb of energy and as Ben tried to blast himself free, an explosion was created. After the smoke cleared, the mysterious woman was shown still hovering as though nothing happened, Ben laid under the tree and in human form.

"BEN!" Gwen shouted as she ran to her cousin's aid. The woman hovered to them, "I think it's time for you two to go." she raised her hand and a blade of energy followed. Gwen's hands made a disc of energy and blasted back at her. She was stunned. "Do that again."

"No. Problem" and a barrage of energy blasts were shot at her. Easily deflected by her experience. The older woman walked towards them and could only say one word; "Incredible."

"Wait did you say that Max was your Grandfather to each of you?" The teens could only nod, unsure of what else to do. "Kiddos!" she yelled. She turned to Ben, "Can you project energy like your sister?" Ben threw his head up in regret. "_Cousin_... and no." "Shame."

She placed her hands on Gwen's "Gwendolyn, I'm Verdona, We'll talk again soon." Her eyes lit up and she disappeared in a flash of purple light. Both of them were just simply stunned. "I think we just met our Grandmother."

**Seems like a good place to stop, I got more to come. Since this was the halfway mark in the episode. Hope people like. PLEASE R&R any comment suggestion, questions. **


	2. Chapter 2

Ch. 2

Both cousins were now trying to keep their composure after having so much news and realizations dropped into their minds. Gwen was just hanging their with her mouth open. Ben was just trying to recover from the beating that their Grandma gave him. He slid off his traditional green jacket to check his arms for cuts or bruises. Nothing to the human eye, he also slid off his shirt to check his upper chest and back.

Gwen turned around to see her top naked cousin, registering some blush on her face. "Gwen, would you mind just checking if I have any injuries on my back?" he asked concerned. She was still a little flustered from seeing the back of him, it was attracting to him. "S-Sure." she said with a concerned tone. She skimmed his back with her eyes. Then, she placed her hand and felt Ben's back. It was so toned and muscular, but soft. Gwen had never felt anything like it.

"Gwen, is there any bruise on my back?" She wasn't even listening, Gwen was daydreaming, about her cousin, and she didn't even care. Not that he didn't enjoy the feel, but Gwen and him needed to get home. "GWEN!" he snapped. The redhead finally clicked back to reality, and she quickly swiped her hand away from her cousin's back flesh. "Sorry Ben, I got lost in my thoughts." He turned around and gave her a nod of forgiveness.

Ben took his shirt and jacket from the ground and threw them back on in a flash. Gwen had a hint of blush again on her face, though it was dark enough to hide.

"I think we should get home. I have some things that I need to ask about my dad" Gwen said. Ben nodded in agreement as Gwen's panels led like a staircase home.

About half an hour later, the duo arrived at Gwen's house. "I'll talk to you later okay, Gwen?"

"Alright, see ya." she replied and closed the door, not even noticing that Ben snuck into the house. He stayed in the living room, since Gwen was upstairs with her dad. Meanwhile, Gwen led her dad into her room. "Dad, I need to talk to you about something." Ben heard this from down the stairs and placed an ear near the staircase to try and catch the conversation, with no luck.

"In your room? I'm honored. When was the last time you let me in here?" Gwen went to the door and closed it, keying Ben into get closer and eavesdrop. He had his body right next to the wall and his ear clamped to the door. Gwen walked over to the bed, "I've been keeping a big secret from you." She rumaged through the space under her bed, revealing a box of magical assortments books, catchers, etc. "Magic powers." she said plainly.

Gwen's dad put a small smile on his face, not actually believing the words his daughter said. "So you're so kind of wizard in training?" He scoffed, "Come on Gwen, there's no such thing." he said plainly. "Wait, there's more." Gwen had thrown a guilty expression on her face. "You ready?" she said in a sad tone.

She rose up her hand and flashed a beam of energy. Then, it rose around her father's form and pushed the box of junk back under her bed. Frank's face was registering sadness, with a hint of shock. He knew all about what was going on, though Gwen was just thinking that he thought she was just a plain weirdo.

After coming to his senses, Frank sat on Gwen's bed, his face still like a rock in the form of sad and regret. "That's a pretty big secret." he replied. Gwen had her own face of sadness, I wonder what happens now? I guess I should mention Grandma, maybe it'll give me a clue to what's been missing around here. "I met Grandma Verdona today." she said with little confidence.

Her father's head finally arose from the floor, "I was afraid this day would come." He then looked at the pictures placed on Gwen's stand. One of her and her parents when she was 10. The other of her and Ben fighting as usual. "But you never showed signs of having powers." he stated. "You're mother and I thought we were in the clear." he let slip with a tone of depression.

Gwen was surprised at her father's last statement, "Magic runs in the family? I knew it!" replying like a kid with a great Christmas gift. Her bubble was quickly popped by her father's reply. "Honey, there really is no such thing as magic. You're Grandma's an alien." Gwen felt like she had just fallen off Cloud 9. As though she's found out too much too soon.

Sitting down to digest the knowledge she bit off too soon, a blank expression painted to her face. "Okay I'm overloading with questions. But ugh, first, Ben. I know you're outside my door come on in." Ben was shocked, the door was shut, he didn't make a sound, and yet Gwen could tell. Attempting to make the situation that was already pretty awkward, and hard to swallow, he followed Gwen's request.

"Hey Uncle Frank." he said with a hint of happiness. "So, here's the thing. Our Grandma, who we never knew, wants something from me... but I don't know what." Frank stood up with a smirk on his face, "Let's ask her." The twin cousins looked at him as though an alien was sitting on him. "Ben's not the only one who goes around eavesdropping. _Isn't that right, MOM_?" he said with more feeling of violation.

A flash broke the darkness of Gwen's bedroom, replacing the light was Grandma Verdona in her robed attire. "You always could tell when I was watching, baby. I had high hopes it meant you had _the spark_, _but_ no such luck." Gwen looked at her with new eyes. So old, in human years, and so skilled. "you and Grandma can go downstairs, Daddy. I have something that I need to talk to Ben about." she said angrily.

Verdona snapped her fingers, and in a nanosecond she and her firstborn son were in the living room. Ben felt a bad feeling in the pit of his stomach, and not because of chili fries or smoothie overload. "Why the heck were you in my house, let alone outside my bedroom eavesdropping?" Ben struggled to find a reasonable answer as he noticed Gwen's hands flare up with energy as her fury multiplied.

"I wanted to see what you were talking to your dad about, sorry. I really am, I just figured it would be about what happened at the lake. And... well... I wanted to help reason with your dad in case he thought you were lying." He finished with a bit of a frightened look on his face, hoping Gwen wouldn't pulverize him. Her fury subsided, replaced with a hint of blush on her face. "I appreciate that Ben, thanks." She reached in and hugged him deeply. Ben joined in, happy that what he said _was_ the truth. "Let's go join my parents and see what this is about okay?" she reasoned. Ben nodded in agreement as he followed his redhead cousin down the staircase in time to hear glass shatter. They noticed Verdona's eyes glow and the shards of the vase reconstructed, as if nothing happened at all. "Whoa." was all Gwen could say out of astonishment. Verdona pulled the hood of her cloak and threw a smile on. "Tea dear, and something sweet for the kids." Gwen's mom hated being ordered around by Verdona, but followed her request since this would be a necessary discussion.

**This is all I got for chapter 2. Hope everybody likes it so far. I stopped here because the way I'm thinking about this, I need to space it out for another chapter. I type as I brainstorm and havent gotten that far yet. Please R&R, I can really use the criticism. Also hope everybody liked 'Julie Withdrawl' -Omnimatrix915**


	3. Chapter 3

Ch. 3

Gwen sat in her own seat beside Ben as her mother poured her Grandma some tea. "Been a while mom." Frank said plainly. Verdona lifted the cup in her hands, "I suppose... in human time." She sipped her tea and placed the cup down at her lap. She turned to Gwen with a smile of realization. "Sweetie, you're Grandmother is an Anodyte, and so are you." she said happily with a worn out smile on her face.

Gwen felt compelled to continue, "What's an Anodyte?" Verdona was glad to know that her own granddaughter wanted to know about her own species. "Anodytes are a race of free spirits, with powers that humans can barely comprehend." She looked around at the faces as she picked up her tea cup. "Now we don't often meddle in the affairs of just plain folks, but... I fell deeply in love with Max Tennyson." Ben reached for a cookie and took a bite, "And then just left him?" he said with a tone of accusation. Gwen elbowed him in the chest, forcing him to half choke his cookie. "No, it's just after the kids were grown and out of the house, I needed to reconnect with my Anodyte heritage. And Max was off saving the universe with the Plumbers." Frank was surprised, "Dad thought you didn't know about that."

She stared at her cup as though it was the moon, partially regretting those choices that seemed oh so long ago. "Yes.. he didn't want me to worry, sweet man." she said optimistically as she sipped her tea again. "We had many good years, but we grew apart. Even a fellow loaded with as much mana as Max is still just a physical being." Ben was confused as he reached for his next cookie. "What's mana?" Verdona's eyes again flashed and Ben's cookie was blocked entrance to his mouth by tape strapped there. "Your Gandfather's fate was _huge_, it even reached my planet. So I came back here to remember the good times."

Turning to Gwen as she realized how much of a wide spread story her Grandpa's death was. Failing to notice Verdona looking at her with such potential. "Who knew there was a budding Anodyte among you? Gwendolyn, you'll be amazed at what you can do. Let me teach you to master life energy, _that's_ what mana is." Her eyes flashed one again, freeing the poor simpleton Ben from his mouth prison. "Oh." he said with acknowledgment.

Gwen was bubbling with excitement, she had never known that she could develop her powers. Or even that they were gained from family, and not magic. She rose to her feet, "I do wanna learn, where do we start?" Verdona rose to meet her hands. "On Anodyne, stop living this hum drum life. Come home with me, and join the _real_ party." She said with such enthusiasm. Gwen happiness was immediately shattered and her hands retreated to her chest. "Leave? This is all so... wow. This is too huge."

Like most Gwen turns to her parents for guidance, feeling they can help her by weighing in. "Mom, Dad, what do I do?" Her father stands up having a look of uncertainty on his face. "I don't know. It's an opportunity I never had." Gwen's mother, Lily, also stood up and tried to give her advice. "We always hoped you would take after my side of the family." She glares at Verdona, for some reason she didn't like her too much. Was it that she was too much of a free spirit, or that she was an alien? "We want you to be happy." Lily replied. Her father brought her closer to him as he kept a straight face. "We won't stand in your way, Gwen." She thought about it, "You won't?" she asked desperately.

Verdona threw on a happy face, there wasn't anything standing in Gwen's way for her to be taught everything she could think of. "Then it's settled, come on sweetie." Gwen wasn't ready to choose and needed alone time. She stormed off and ran up the staircase. Ben followed suit, hoping he could help Gwen with her decision.

"Let me." he said before chasing after his redhead cousin. Okay it's Gwen, so she would probably go to the roof. He thought. Verdona walked over to her children, "Such a serious girl." Making Gwen's mom very angry and sick of the comments.

Ben was right on his account, a confused and unsure Gwen sat on the roof. "I figured that this is where you'd go." Ben shouted. He climbed up the sides, hoping that he wouldn't fall. Throwing his weight he landed next to Gwen. She turned to him, "Why didn't you just use the omnitrix?" she asked with a slight tone of know it all. In the realization of his cousin's question, Ben slapped his face for his own stupidity. Gwen couldn't help but laugh at her cousin's reaction.

"This is just not how I expected my day to go." she replied depressed. "Still, it's pretty cool to find out about your powers. Grandma can teach you to do all that stuff she can do." She stares up at the stars, as though Anodyne is clearly visible. She sighs deeply as Ben joins her in her night stargazing. "I'd be gone for a long time I guess. Who knows?"

Ben realizes the truth of it, that she may be gone for his entire lifetime. He turns to her, "I'll miss you if you go." Gwen turns over, touched by his cousin's sentimental words. "Really?" she asked. Ben can only nod while adding a sad smile to his face. Under the moonlight, he couldn't help but stare at Gwen affectionately. Gwen noticed this and saw him turn away and blush, causing her to blush because he was admiring her.

"Gwen?" he asked. She turned as he got her attention, "I'm not going to make your decision, I just wanna say one thing. This _is_ your choice, yours and only yours." Gwen was happy and thought she had an idea of what her choice would be. "Ben, there's just one question I need an answer to." Ben only nodded and turned. "What would that be?"

Gwen gulped, she was kinda shooting for the stars here. "How do you _really_ feel about me?" Ben's eyes shot up in surprise. The only question he could answer with all his heart, but was the one he might have to lie about. Gwen noticed that Ben was struggling, she placed her hand on his shoulder. He turned to meet it and she brought himself into a hug with her. "I don't care what your answer will be, but please just tell me the truth."

Ben let out a big sigh and released himself from Gwen's grasp. "Honestly, I think that I'm falling in love with you." She was happy beyond belief, and now she knew for sure what her answer to Verdona would be. She gave Ben a peck on the cheek, "Thanks Ben." As she made her panels and went back to the inside of the house.

Ben sat there, as if on top of the world. His right cheek felt like it was on fire.

**Didn't think it would take this long for me to do, but it has. I swear, next chapter will be the last. But please I really want R&R. What do you think Gwen's answer is gonna be? Wait an find out, or send me your answer in the review. **


	4. Chapter 4

**I expected to get this done sooner than I did, but it's done. And to the best of my ability. PLEASE R&R.**

Verdona was hovering above the floor of the living room. She was listening to Max's favorite band, Shag Carpeting. Disco lights bathed the room in technicolor. "Shag Carpeting!" she said enthusiastically. "They were Max's favorite. Why do the most backward creatures make the best music?" she pondered out loud.

Lily was becoming more angry by the second, she turned to her husband and whispered quietly. "Don't you _ever_ complain about my aunt Joyce again." she said sternly. She was ready to throw Verdona out the window and never see her again. All the aged Anodyte could do was spin happily to her husband's music. "Cheer up junior. You didn't have the spark, there was nothing I could teach you."

Frank felt like she had done nothing for them, him and Carl. "You taught me a lot mom, you and dad both." Verdona felt as though she wasn't making any sense, "You know what I mean, I even came back when the grand kids were born just in case your baby had the spark. But nothing doing. Carl's boy, same thing." The couple had sad faces at the thought of their reality. "Mom, if you can give Gwen an opportunity we can't, we won't hold her back." Verdona was rocking out and was happier than ever, now Gwen only needed to say yes. Gwen was stepping quickly down the stairs. "Thanks so much for the offer." Verdona snapped off the lights and music, "Well, what's your answer sweetie?"

Gwen heard steps behind her, knowing it was Ben on his way down. "Yes." she said with a straight face. Everybody in the room had a shocked face except for Verdona. Ben was disappointed, believing now that the kiss and him spilling his guts were for nothing. Verdona jumped for joy, and stayed there. "Well then, I think we should start your training immediately."

Gwen pulled her Grandma's hand down, "Wait, you didn't let me finish." Gwen got everybody's undivided attention. "I _would_ say yes, but I'm gonna have to refuse. I'm sorry Grandma." **  
**

Ben was even more shocked by the words that came next. He was so surprised after her previous statement, his body dropped him straight to the ground. "Ben!" Gwen cried out. "I'm going to take him to my room to lie down." she said with care.

About an hour later, Ben awoke to a dark room laying on a bed. His head snapped back to what happened He thought his cousin said no to Verdona's offer. "Ugh." he said with pain as he rubbed the back of his head in pain. Falling on your back usually will give you that. "Where am I?" he asked in the darkness of he room. He saw the nightstand with the oh so familiar photographs on them; the one of him and Gwen at 10 years old and another of Gwen and her parents.

Out of the surprise, he jumps off the bed. "I'm in Gwen's room!" he yelped. The darkness was then chased away by the light radiating from the lamp. Ben turned from the view of the window's night sky view to see the figure of his redhead cousin.

Gwen gave him the warmest of smiles. She rushed over to him and threw her arms around him in the tightest of hugs. Ben remained paralyzed in his form, wondering if this was all a dream. She released her constricting grip, since she felt like she was hugging a wall. "Ben are you okay?" she asked. Her twin cousin just couldn't find the words. He, in turn, shook his head from side to side, indicating no. The two of them decided to sit down on Gwen's bed. She noticed Ben staring into space, like waiting for a wake up call. Which is exactly what he was waiting for.

Gwen felt scared, this wasn't the Ben she knew. "Ben, what's wrong?". Ben turned away and replied, "This is a dream. It has to be a dream. You left with Grandma, but I imagined you said no." Gwen could only chuckle at his statement as she placed a hand on his shoulder. "That wasn't a dream Ben, I _did_ say no." He turned and saw the smile his cousin had on, which could only make him smile too.

Verdona flashed in unexpectedly, wishing good times to them. "Well kiddo, it looks like I'm not going to change your mind. So I'm heading home." Gwen stood up, followed by Ben. "I appreciate the offer Grandma." she began in a sweet tone. "But I just have so many things keeping me here. I mean, that's the reason that you went back to Anodyne, isn't it?"

Verdona nodded her head in agreement, "That's true, sweetie. I did miss my home, and I could never ask you to leave yours, especially since you would be missing everybody too much. And vice versa of course." she said with a smile. She turned to Ben. "Ben, you've got your own spark, and one perfectly intertwined into Gwen's. You're all right."

He rose his head with a smile, "You too Grandma, thanks for visiting." With that, Verdona Flashed herself out of the room in the blink of an eye. No one knowing where or when they'd see her again. The cousins turned to meet each other, each smiling warmly. "So, I guess those words did affect your decision? Even though I didn't want them to?" he said in a guilty tone.

She grabbed his hand and placed her head on his shoulder, "They did, a lot." Ben placed his head on top of hers, "I'm glad your staying." he replied. She took her head off from under his, in one swift move kissed him lightly but with passion. "So am I." sje said and leaned to kiss him again. Ben being ready this time, accepted and kissed back. Breaking quickly, an "I love You." escaped each of their mouths at the same time.

THE END

**Hope people liked it, I tried to spin it a little bit. PLEASE R&R, I really like criticism, no matter what it is about it. **


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